January 21, 2025

Erik L. Johnson
President and Chief Executive Officer
Transcontinental Realty Investors, Inc.
1603 LBJ Freeway, Suite 800
Dallas, Texas 75234

        Re: Transcontinental Realty Investors, Inc.
            Income Opportunity Realty Investors, Inc.
            Schedule TO-T/A filed January 16, 2025, by Transcontinental Realty
Investors,
            Inc.
            File No. 005-45693
            Schedule 13E-3/A filed January 16, 2025, by Transcontinental Realty
Investors,
            Inc.
            File No. 005-40410
Dear Erik L. Johnson:

       We have reviewed your filings and have the following comments. In some
of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

        Please respond to these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

       After reviewing your response to these comments, we may have additional
comments.

General

1.     We note your response to prior comment 3. Exchange Act Rule 0-11(b)
provides that
       filing fees are to be calculated at the time a statement required
pursuant to Section
       13(e)(1) is filed based on the "value of the securities proposed to be
acquired"
       (emphasis added). Please update the Filing Fee Table (and the resulting
filing fee) to
       be consistent with the estimated $1,800,000 required funds as set out on
page 27 of
       the Offer to Purchase. See Exchange Act Rule 0-11(b)(2). Note that if
additional
       shares beyond the number sought are accepted, any additional filing fee
may be paid
       in accordance with Exchange Act Rule 0-11(a)(3).
 January 21, 2025
Page 2
Schedule 13E-3/A filed January 16, 2025, by Transcontinental Realty Investors,
Inc.
Financial Statements, page 3

2.     Refer to comment 22 in our prior comment letter. You have incorporated
by reference
       financial statement disclosure contained in certain periodic reports
filed by IOR.
       However, Instruction 1 to Item 13 of Schedule 13E-3 mandates that where
you do so,
       summary financial information must be included in the disclosure
materials
       disseminated to shareholders. Revise to include the required summary
financial
       statement disclosure required by Item 1010(c) of Regulation M-A.

        We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

       Please direct any questions to Laura McKenzie at 202-551-4568.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Mergers &
Acquisitions